SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CRSS, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
126270107
(Cusip Number)
J. Taylor Crandall
201 Main Street, Suite 3100
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 5, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
**The total number of shares reported herein is 960,200 shares,
which constitutes approximately 7.5% of the total number of shares
outstanding. All ownership percentages set forth herein assume
that there are 12,769,527 shares outstanding.<PAGE>
<PAGE>
1. Name of Reporting Person:
Alpine Capital, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 919,700 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 919,700 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
919,700
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.2%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its two general partners, Robert W.
Bruce III and Algenpar, Inc.<PAGE>
<PAGE>
1. Name of Reporting Person:
Robert W. Bruce III
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 960,200 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 960,200 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
960,200 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.5%
14. Type of Reporting Person: IN
- -------------
(1) Solely in his capacity as one of two general partners of
Alpine Capital, L.P., with respect to 919,700 shares, and in
his capacity as a principal of The Robert Bruce Management
Co., Inc., which has shared investment discretion over shares
owned by The Anne T. and Robert M. Bass Foundation, with
respect to 40,500 shares.<PAGE>
<PAGE>
1. Name of Reporting Person:
Algenpar, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 919,700 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 919,700 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
919,700 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.2%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President, J. Taylor Crandall.
(2) Solely in its capacity as one of two general partners of
Alpine Capital, L.P.<PAGE>
<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 960,200 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 960,200 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
960,200 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.5%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole stockholder of
Algenpar, Inc., which is one of two general partners of Alpine
Capital, L.P., with respect to 919,700 shares, and in his
capacity as a director of The Anne T. and Robert M. Bass
Foundation, with respect to 40,500 shares.
<PAGE>
1. Name of Reporting Person:
The Anne T. and Robert M. Bass Foundation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Working Capital
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 40,500 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 40,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
40,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its three directors, Anne T. Bass,
Robert M. Bass and J. Taylor Crandall and through Robert W. Bruce
III in his capacity as a principal of The Robert Bruce Management
Co., Inc., which has shared investment discretion over shares owned
by The Anne T. and Robert M. Bass Foundation.<PAGE>
<PAGE>
1. Name of Reporting Person:
Anne T. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 40,500 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 40,500 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
40,500 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: IN
- ------------
(1) Solely in her capacity as a director of The Anne T. and Robert
M. Bass Foundation.<PAGE>
<PAGE>
1. Name of Reporting Person:
Robert M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 40,500 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 40,500 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
40,500 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as a director of The Anne T. and Robert
M. Bass Foundation.<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby amend their Schedule
13D Statement dated November 4, 1994(the "Schedule 13D"), relating
to the Common Stock, par value $1.00 per share (the "Stock"), of
CRSS, Inc. (the "Issuer"). Unless otherwise indicated, all defined
terms used herein shall have the same meanings respectively
ascribed to them in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
Items 2(a)-(c) are hereby amended in their entirety to read as
follows:
(a) Pursuant to Rules 13d-1 (f) (1) - (2) of Regulation 13D-G
of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended (the "Act), the undersigned hereby file
this Amendment No. 1 to Schedule 13D Statement on behalf of Alpine
Capital, L.P., a Texas limited partnership ("Alpine"), Robert W.
Bruce, III ("Bruce"), Algenpar, Inc., a Texas corporation
("Algenpar"), J. Taylor Crandall ("Crandall"), The Anne T. and
Robert M. Bass Foundation ("Foundation"), Anne T. Bass ("A. Bass"),
and Robert M. Bass ("R. Bass"). Alpine, Bruce, Algenpar, Crandall,
Foundation, A. Bass and R. Bass are sometimes hereinafter
collectively referred to as the "Reporting Persons." The Reporting
Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13
(d)(3) of the Act, although neither the fact of this filing nor
anything contained herein shall be deemed to be an admission by the
Reporting Persons that a group exists.
(b) - (c)
ALPINE
Alpine is a Texas limited partnership, the principal business
of which is the purchase, sale, exchange, acquisition and holding
of investment securities. The principal business address of
Alpine, which also serves as its principal office, is 201 Main
Street, Suite 1300, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect
to Bruce and Algenpar, the two general partners of Alpine, is set
forth below.
BRUCE
Bruce's principal occupation or employment is serving as a
principal of The Robert Bruce Management Co., Inc. ("Bruce
Management"). Bruce's residence address is 934 Weed Street,
New Canaan, Connecticut 06840.
Bruce Management is a New York corporation, the principal
business of which is providing consulting services and rendering
investment advice to Alpine. The principal business address of
Bruce Management, which also serves as its principal office, is
P. O. Box 252, South Salem, New York 10590.
ALGENPAR
Algenpar is a Texas corporation, the principal business of
which is serving as one of two general partners of Alpine. The
principal business address of Algenpar, which also serves as its
principal office, is 201 Main Street, Suite 3100, Fort Worth, Texas
76102.
CRANDALL
Crandall's principal occupation or employment is serving as
Vice President-Finance of Keystone, Inc. ("Keystone'). Crandall's
business address is 201 Main Street, Suite 3100, Fort Worth, Texas
76102.
Keystone is a Texas corporation, the principal businesses of
which are investment in marketable securities, real estate
investment and development, ownership and operation of oil and gas
properties (through Bass Enterprises Production Co. ["BEPCO"], the
ownership and operation of gas processing plants and carbon black
plants (through various partnerships) and the ownership of
interests in entities engaged in a wide variety of businesses
including cable television and information services. The principal
business address of Keystone, which also serves as its principal
office, is 201 Main Street, Suite 3100, Fort Worth, Texas 76102.
FOUNDATION
Foundation is a Texas non-profit corporation. The principal
business address of the Foundation, which also serves as its
principal office, is 201 Main Street, Suite 3100, Fort Worth, Texas
76102.
A. BASS
A. Bass's residence address is 6221 Westover Drive,
Fort Worth, Texas 76107, and she is not presently employed.
R. BASS
R. Bass's principal occupation or employment is serving as
President of Keystone, Inc. R. Bass's business address is 201 Main
Street, Suite 3100, Fort Worth, Texas 76102.
(d) - (f) No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 hereby is amended in its entirety to read as follows:
The source and amount of the funds used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Alpine Working Capital(1) $10,240,837.00
Bruce Not Applicable Not Applicable
Algenpar Not Applicable Not Applicable
Crandall Not Applicable Not Applicable
Foundation Working Capital(1) $ 445,635.00
A. Bass Not Applicable Not Applicable
R. Bass Not Applicable Not Applicable
(1) As used herein, the term "Working Capital" includes
income from the business operations of the entity plus sums
borrowed from banks and brokerage firm margin accounts to operate
such business in general. None of the funds reported herein as
"Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the
Stock.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a) - (c) of Item 5 are hereby amended in their
entireties as follows:
(a)
ALPINE
The aggregate number of shares of the Stock that Alpine owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is
919,700, which constitutes approximately 7.2% of the outstanding
shares of the Stock.
BRUCE
Because of his position as one of two general partners of
Alpine and as principal of Bruce Management (which has shared
investment discretion over the shares of Stock owned by the
Foundation), Bruce may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 960,200 shares of the Stock,
which constitutes approximately 7.5% of the outstanding shares of
the Stock.
ALGENPAR
Because of its position as one of two general partners of
Alpine, Algenpar may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 919,700 shares of the Stock, which
constitutes approximately 7.2% of the outstanding shares of the
Stock.
CRANDALL
Because of his positions as President and sole stockholder of
Algenpar, one of two general partners of Alpine and a director of
Foundation, Crandall may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 960,200 shares of the Stock,
which constitutes approximately 7.5% of the outstanding shares of
the Stock.
FOUNDATION
The aggregate number of shares of the Stock that Foundation
owns beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is
40,500, which constitutes approximately 0.3% of the outstanding
shares of the Stock.
A. BASS
Because of her position as a director of Foundation, A. Bass
may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 40,500 shares of the Stock, which constitutes
approximately 0.3% of the outstanding shares of the Stock.
R. BASS
Because of his position as a director of Foundation, R. Bass
may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 40,500 shares of the Stock, which constitutes
approximately 0.3% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting
Persons, other than as set forth above, none of the persons named
in Item 2 herein is the beneficial owner of any shares of the
Stock.
(b)
ALPINE
Acting through its two general partners, Alpine has the sole
power to vote or to direct the vote and to dispose or to direct
the disposition of 919,700 shares of the Stock.
BRUCE
As one of two general partners of Alpine, Bruce has shared
power to vote or to direct the vote and to dispose or to direct
the disposition of 919,700 shares of the Stock. As principal of
Bruce Management (which exercises shared investment discretion over
the shares of the Stock owned by the Foundation), Bruce has shared
power to vote or to direct the vote and to dispose or to direct the
disposition of 40,500 shares of the Stock.
ALGENPAR
As one of two general partners of Alpine, Algenpar has shared
power to vote or to direct the vote and to dispose or to direct
the disposition of 919,700 shares of the Stock.
CRANDALL
As the President and sole stockholder of Algenpar, which is
one of two general partners of Alpine, Crandall has shared power
to vote or to direct the vote and to dispose or to direct the
disposition of 919,700 shares of the Stock. As one of three
directors of Foundation, Crandall has shared power to vote or to
direct the vote and to dispose or to direct the disposition of
40,500 shares of the Stock.
FOUNDATION
Acting through its three directors and Bruce (as principal of
Bruce Management which exercises shared investment discretion over
the shares of the Stock owned by the Foundation), Foundation has
the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 40,500 shares of the Stock.
A. BASS
As one of three directors of Foundation, A. Bass has shared
power to vote or to direct the vote and to dispose or to direct
the disposition of 40,500 shares of the Stock.
R. BASS
As one of three directors of Foundation, R. Bass has shared
power to vote or to direct the vote and to dispose or to direct
the disposition of 40,500 shares of the Stock.
(c) Since the most recent filing on Schedule 13D, the
Reporting Persons have purchased shares of the Stock in open market
transactions on the New York Stock Exchange, as follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE PURCHASED SHARE
Alpine 11-09-94 14,800 $11.24
Alpine 11-11-94 17,800 10.86
Alpine 11-14-94 34,900 10.72
Alpine 11-17-94 6,800 10.55
Alpine 11-12-94 1,900 10.55
Alpine 11-21-94 1,300 10.55
Alpine 11-22-94 3,000 10.55
Alpine 11-23-94 6,500 10.75
Alpine 11-28-94 1,800 10.93
Alpine 11-29-94 4,200 10.93
Alpine 11-30-94 9,000 10.93
Alpine 12-01-94 5,000 10.80
Foundation 12-05-94 27,000 11.05
Foundation 12-06-94 13,500 10.92
Except as set forth in this paragraph (c), to the best of the
knowledge of each of the Reporting Persons, none of the persons
named in response to paragraph (a) has effected any transactions
in the shares of the Stock since the most recent filing on Schedule
13D.
(d) No material change.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
<PAGE>
<PAGE>
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
DATED: December 6, 1994
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of The Anne T. and Robert M. Bass Foundation
previously has been filed with the Securities and Exchange
Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Anne T. Bass previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Robert M. Bass previously has been filed with
the Securities and Exchange Commission.<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Agreement pursuant to Rule
13d-1(f)(1)(iii), filed herewith
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agrees that the statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth below.
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of The Anne T. and Robert M. Bass Foundation
previously has been filed with the Securities and Exchange
Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Anne T. Bass previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Robert M. Bass previously has been filed with
the Securities and Exchange Commission.
